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Code · REGISTER · 2006-04-27 · SECURITIES AND EXCHANGE COMMISSION · Notices

Notices. Notice of waiver of the Nonmanufacturer Rule for certain Petroleum Products

15,198 words·~69 min read·/register/2006/04/27/06-4005

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-53686; File No. SR-CHX-2005-27] Self-Regulatory Organizations; Chicago Stock Exchange, Inc.; Order Granting Approval of a Proposed Rule Change and Amendment Nos. 1, 2, and 3 To Amend Exchange Delisting Rules To Conform to Recent Amendments to Commission Rules Regarding Removal From Listing and Withdrawal From Registration April 20, 2006. I. Introduction On October 17, 2005, the Chicago Stock Exchange, Inc.
(“CHX” or “Exchange”) filed with the Securities and Exchange Commission (“SEC” or “Commission”), pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) 1 and Rule 19b-4 thereunder, 2 a proposed rule change to amend Exchange delisting rules to conform to recent amendments to Commission rules regarding removal from listing and withdrawal from registration. On December 14, 2005, CHX filed Amendment No. 1 to the proposed rule change. 3 On February 17, 2006, CHX filed Amendment No. 2 to the proposed rule change. 4 On March 15, 2006, CHX filed Amendment No. 3 to the proposal. 5 The proposed rule change, as amended, was published for comment in the **Federal Register** on March 21, 2006. 6 No comments were received regarding the proposal.
This order approves the proposed rule change, as amended. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 In Amendment No. 1, CHX made several changes to the proposed rule text of CHX Article XXVIII, Rule 4 to clarify the organization of the Rule; incorporate the requirement that issuers provide notice to the Exchange upon filing a Form 25; and clarify the effective dates for the old and the new CHX Rule 4. 4 In Amendment No. 2, CHX included new language to the proposed rule text of CHX Article XXVIII, Rule 4 relating to the timing of certain issuer obligations under amended SEC Rule 12d2-2 and made other grammatical corrections to the proposed rule text. 5 In Amendment No. 3, CHX included new language to the proposed rule text of CHX Article XXVIII, Rule 4 stating that if an issuer seeks to voluntarily withdraw its securities from listing and has either received notice from the Exchange that it is below the Exchange's continued listing policies and standards, or is aware that it is below such continued listing policies and standards even if it has not received such notice from the Exchange, the issuer must disclose that it is no longer eligible for continued listing (including the specific continued listing policies and standards that the issue is below) in:
(i)Its written notice to the Exchange of its determination to withdraw from listing required by amended Rule 12d2-2(c)(2)(ii) under the Act; and
(ii)its public press release and website notice required by amended Rule 12d2-2(c)(2)(iii) under the Act. 6 *See* Securities Exchange Act Release No. 53493 (March 16, 2006), 71 FR 14265. II. Description of the Proposed Rule Change Section 12 of the Act 7 and Rule 12d2-2 thereunder 8 (“SEC Rule 12d2-2”) govern the process for the delisting and deregistration of securities listed on national securities exchanges. Recent amendments to SEC Rule 12d2-2 (“amended SEC Rule 12d2-2”) and other Commission rules require the electronic filing of revised Form 25 on the Commission's Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system by exchanges and issuers for all delistings, other than delistings of standardized options and securities futures, which are exempted. 9 7 15 U.S.C. 78l. 8 17 CFR 240.12d2-2. 9 *See* Securities Exchange Act Release No. 52029 (July 14, 2005), 70 FR 42456 (July 22, 2005). In the case of exchange-initiated delistings, amended SEC Rule 12d2-2(b) states that a national securities exchange may file an application on Form 25 to strike a class of securities from listing and/or withdraw the registration of such securities, in accordance with its rules, if the rules of such exchange, at a minimum, provide for: 10 10 *See also* Form 8-K (Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing), which sets forth disclosure requirements for issuers that do not satisfy listing standards.
(i)Notice to the issuer of the exchange's decision to delist its securities;
(ii)An opportunity for appeal to the exchange's board of directors, or to a committee designated by the board; and
(iii)Public notice of the national securities exchange's final determination to remove the security from listing and/or registration, by issuing a press release and posting notice on its Web site. Public notice must be disseminated no fewer than 10 days before the delisting becomes effective pursuant to amended SEC Rule 12d2-2(d)(1), and must remain posted on its Web site until the delisting is effective. The Exchange proposes to amend the text of its Article XXVIII, Rule 4 relating to the delisting of securities to comply with the requirements of recently amended SEC Rule 12d2-2. With respect to the above requirements set forth in amended SEC Rule 12d2-2(b), CHX Article XXVIII, Rule 4 currently provides the requisite issuer notice as well as an opportunity for appeal to a committee designated by the Board. As required under amended SEC Rule 12d2-2(b)(1), CHX proposes to state in CHX Article XXVIII, Rule 4(f) that when a final determination is made with respect to the delisting of one or more securities of an issuer, the Exchange's Secretary promptly would provide public notice of that determination by issuing a press release and posting notice on the Exchange's Web site. This notice would be disseminated no fewer than 10 days before the delisting becomes effective and would remain posted on the Exchange's Web site until the delisting is effective. The proposed rule change also states that the Exchange will file Form 25 with the Commission and provide a copy to the issuer. In the case of an issuer-initiated delisting, CHX Article XXVIII, Rule 4 currently requires that in the absence of special circumstances, a security would not be removed from listing and/or registration upon application of the issuer, unless the issuer files with the Exchange a certified copy of a resolution adopted by the board of directors of the issuer authorizing withdrawal from listing and registration. This provision would be retained in the CHX's amended Rule. CHX's proposal would add a new requirement that the issuer must file a copy of Form 25 with the Exchange immediately after filing the Form 25 with the Commission. In addition, CHX proposes revisions to CHX Article XXVIII, Rule 4(b) that would set forth, in general terms, the process that should be followed pursuant to amended SEC Rule 12d2-2 when an issuer seeks to voluntarily withdraw the listing or registration of a security on the Exchange. In such instances, CHX proposes to require the issuer to:
(i)Comply with the Exchange's rules for delisting and applicable state laws;
(ii)Submit written notice to the Exchange, no fewer than ten days before filing a Form 25, of its intent to withdraw its security; and
(iii)Issue public notice of its intent to withdraw from listing and registration; and
(iv)File Form 25 with the Commission. CHX also proposes that an issuer seeking to voluntarily apply to withdraw a class of securities from listing on the Exchange that has received notice from the Exchange that it is below the Exchange's continued listing policies and standards, or that is aware that it is below such continued listing policies and standards notwithstanding that it has not received such notice from the Exchange, must disclose that it is no longer eligible for continued listing (including the specific continued listing policies and standards that the issue is below) in:
(i)Its written notice of its determination to withdraw from listing required by amended SEC Rule 12d2-2(c)(2)(ii) and;
(ii)its public press release and Web site notice required by amended SEC Rule 12d2-2(c)(2)(iii). Finally, the proposal makes other non-substantive changes (such as inserting headings and making the text part of the rule itself, rather than an interpretation to the rule) that are designed to make the rule easier to read. III. Discussion The Commission finds that the proposed rule change is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange 11 and, in particular, the requirements of section 6 of the Act. 12 Specifically, as discussed below, the Commission finds that the proposal is consistent with section 6(b)(5) of the Act, 13 which requires, in part, that the rules of an exchange be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, and processing information with respect to, and facilitating transactions in securities, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest. Further, as noted in more detail below, the changes being adopted by CHX meet the requirements of amended SEC Rule 12d2-2. 11 In approving this proposal, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. *See* 15 U.S.C. 78c(f). 12 15 U.S.C. 78f. 13 15 U.S.C. 78f(b)(5). A. Exchange Delisting Amended SEC Rule 12d2-2(b) states that a national securities exchange may file an application on Form 25 to strike a class of securities from listing and/or withdraw the registration of such securities, in accordance with its rules, if the rules of such exchange, at a minimum, provide for notice to the issuer of the exchange's decision to delist, opportunity for appeal, and public notice of the exchange's final determination to delist. The Commission believes that CHX's current rules and proposal comply with the dictates of amended SEC Rule 12d2-2(b). CHX Article XXVIII, Rule 4 currently provides the requisite issuer notice as well as an opportunity for appeal to a committee designated by the Board. Specifically, issuers may appeal the Hearing Examiner's delisting determinations to the Board's Executive Committee. 14 In addition, the proposed rule change will provide for public notice of the Exchange's final determination to remove the security from listing and/or registration. This should ensure that investors have adequate notice of an exchange delisting and is consistent with the protection of investors under section 6(b)(5) of the Act. 15 14 *See* CHX Article XXVIII, Article 4. 15 15 U.S.C. 78f(b)(5). B. Issuer Voluntary Delisting In the case of an issuer-initiated delisting, CHX proposes revisions to CHX Article XXVIII, Rule 4(b) that would set forth, in general terms, the process that should be followed when an issuer seeks to voluntarily withdraw the listing or registration of a security on the Exchange, including the issuer's obligation to file Form 25 with the Commission (and to submit it to the Exchange) and the Exchange's obligation to provide public notice of an issuer's voluntary request to delist securities. In the case of an issuer-initiated delisting, CHX proposes to require the issuer to:
(i)Comply with the Exchange's rules for delisting and applicable state laws;
(ii)Submit written notice to the Exchange, no fewer than ten days before filing a Form 25, of its intent to withdraw its security; and
(iii)Issue public notice of its intent to withdraw from listing and registration; and
(iv)File Form 25 with the Commission. The Commission believes that the amendments will fully inform issuers of the requirements for voluntary delisting of their securities under CHX rules and federal securities laws. The proposal also sets forth a new requirement not in amended SEC Rule 12d2-2 that would require the issuer to file a copy of Form 25 with the Exchange immediately after filing Form 25 with the Commission. This requirement will allow the Exchange to be fully informed of the actual filing of a Form 25 and be prepared to take timely action to delist the security in accordance with the filing of the Form. CHX also proposes that an issuer seeking to voluntarily apply to withdraw a class of securities from listing on the Exchange that has received notice from the Exchange that it is below the Exchange's continued listing policies and standards, or that is aware that it is below such continued listing policies and standards notwithstanding that it has not received such notice from the Exchange, must disclose that it is no longer eligible for continued listing (including the specific continued listing policies and standards that the issue is below) in:
(i)Its statement of all material facts relating to the reasons for withdrawal from listing provided to the Exchange along with written notice of its determination to withdraw from listing required by amended SEC Rule 12d2-2(c)(2)(ii) and;
(ii)its public press release and Web site notice required by amended SEC Rule 12d2-2(c)(2)(iii). The Commission believes that this requirement will allow shareholders to be informed and aware that the issuer has failed to meet Exchange listing standards and is voluntarily delisting. Issuers will therefore not be permitted to delist voluntarily without public disclosure of their noncompliance with Exchange listing standards. IV. Conclusion *It is therefore ordered* , pursuant to section 19(b)(2) of the Act, 16 that the proposed rule change (File No. SR-CHX-2005-27), as amended , is approved. 16 *Id.* 17 17 CFR 200.30-3(a)(12). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 17 J. Lynn Taylor, Assistant Secretary. [FR Doc. E6-6318 Filed 4-26-06; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-53687; File No. SR-NASD-2006-015] Self-Regulatory Organizations; National Association of Securities Dealers, Inc.; Order Approving Proposed Rule Change To Establish the Nasdaq Halt Cross April 20, 2006. On January 31, 2006, the National Association of Securities Dealers, Inc. (“NASD”), through its subsidiary, The Nasdaq Stock Market, Inc. (“Nasdaq”), filed with the Securities and Exchange Commission (“Commission”) a proposed rule change pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) 1 and Rule 19b-4 thereunder, 2 to establish the Nasdaq Halt Cross. On February 16, 2006, Nasdaq filed Amendment No. 1 to the proposed rule change. On March 6, 2006, Nasdaq filed Amendment No. 2 to the proposed rule change. The proposed rule change, as amended by Amendment Nos. 1 and 2, was published for comment in the **Federal Register** on March 21, 2006. 3 The Commission received no comments on the proposal. On April 17, 2006, Nasdaq filed Amendment No. 3 to the proposed rule change to make NASD Rule 4703(b)(2)(B) parallel to NASD Rule 4703(a)(2)(B). 4 This order approves the proposed rule change, as amended. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 *See* Securities Exchange Act Release No. 53488 (March 15, 2006), 71 FR 14272. 4 Amendment No. 3 was a technical amendment and therefore not subject to notice and comment. The Commission finds that the proposed rule change is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities association, 5 the requirements of section 15A of the Act, 6 in general, and section 15A(b)(6) of the Act, 7 in particular, which requires, among other things, that the rules of a national securities association be designed to facilitate transactions in securities and to remove impediments to and perfect the mechanism of a free and open market. The Commission believes that the proposed rule change, as amended, should provide useful information to market participants and increase transparency and order interaction at the opening after a trading halt. In addition, the Commission believes that the proposed rule change, as amended, should result in the public dissemination of information that more accurately reflects the trading in a particular security at the open after a trading halt. The Commission notes that the Halt Cross is based on the Nasdaq opening cross, which the Commission approved in a prior filing. 8 5 In approving the proposed rule change, the Commission has considered its impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f). 6 15 U.S.C. 78 *o* -3. 7 15 U.S.C. 78 *o* -3(b)(6). 8 *See* Securities Exchange Act Release No. 50405 (September 16, 2004), 69 FR 57118 (September 23, 2004). *It is therefore ordered,* pursuant to section 19(b)(2) of the Act, 9 that the proposed rule change (SR-NASD-2006-015), as amended, be, and it hereby is, approved. 9 15 U.S.C. 78s(b)(2). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 10 10 17 CFR 200.30-3(a)(12). J. Lynn Taylor, Assistant Secretary. [FR Doc. E6-6317 Filed 4-26-06; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-53685; File No. SR-NYSE-2005-72] Self-Regulatory Organizations; New York Stock Exchange, Inc. (n/k/a New York Stock Exchange LLC); Order Granting Approval of a Proposed Rule Change and Amendment No. 1 Thereto and Notice of Filing and Order Granting Accelerated Approval of Amendment No. 2 Thereto To Amend Exchange Delisting Rules To Conform to Recent Amendments to Commission Rules Regarding Removal From Listing and Withdrawal From Registration April 20, 2006. I. Introduction On October 20, 2005, the New York Stock Exchange, Inc. (n/k/a New York Stock Exchange LLC) (“NYSE” or “Exchange”) filed with the Securities and Exchange Commission (“SEC” or “Commission”), pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) 1 and Rule 19b-4 thereunder, 2 a proposed rule change to amend Exchange delisting rules to conform to recent amendments to Commission rules regarding removal from listing and withdrawal from registration. On December 22, 2005, NYSE filed Amendment No. 1 to the proposed rule change. 3 The proposed rule change, as amended, was published for comment in the **Federal Register** on March 13, 2006. 4 No comments were received regarding the proposal. On April 11, 2006, the Exchange filed Amendment No. 2 to the proposed rule change. 5 This order approves the proposed rule change, as amended, publishes notice of Amendment No. 2 to the proposed rule change, and grants accelerated approval to Amendment No. 2. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 In Amendment No. 1, the Exchange made clarifying changes to Item 3 of the Exchange's Form 19b-4 and to Exhibit 1. 4 *See* Securities Exchange Act Release No. 53398 (March 2, 2006), 71 FR 12738. 5 In Amendment No. 2, the Exchange made typographical changes to the proposed rule text of Section 806.02 (Removal from List Upon Request of Company) of the NYSE Listed Company Manual that were intended to clarify that the Exchange's proposed new requirement that a company provide a copy of the Form 25 to the Exchange simultaneously with the filing of such Form 25 with the Commission is a new requirement and is not part of the requirements of Rule 12d2-2(c) under the Act. II. Description of the Proposed Rule Change Section 12 of the Act 6 and Rule 12d2-2 thereunder 7 (“SEC Rule 12d2-2”) govern the process for the delisting and deregistration of securities listed on national securities exchanges. Recent amendments to SEC Rule 12d2-2 (“amended SEC Rule 12d2-2”) and other Commission rules require the electronic filing of revised Form 25 on the Commission's Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system by exchanges and issuers for all delistings, other than delistings of standardized options and securities futures, which are exempted. 8 6 15 U.S.C. 78l. 7 17 CFR 240.12d2-2. 8 *See* Securities Exchange Act Release No. 52029 (July 14, 2005), 70 FR 42456 (July 22, 2005). In the case of exchange-initiated delistings, amended SEC Rule 12d2-2(b) states that a national securities exchange may file an application on Form 25 to strike a class of securities from listing and/or withdraw the registration of such securities, in accordance with its rules, if the rules of such exchange, at a minimum, provide for: 9 9 *See also* Form 8-K (Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing), which sets forth disclosure requirements for issuers that do not satisfy listing standards.
(i)Notice to the issuer of the exchange's decision to delist its securities;
(ii)An opportunity for appeal to the exchange's board of directors, or to a committee designated by the board; and
(iii)Public notice of the national securities exchange's final determination to remove the security from listing and/or registration, by issuing a press release and posting notice on its Web site. Public notice must be disseminated no fewer than 10 days before the delisting becomes effective pursuant to amended SEC Rule 12d2-2(d)(1), and must remain posted on its Web site until the delisting is effective. The Exchange proposes to amend sections 804.00 and 806.02 of the Exchange's Listed Company Manual. With respect to the above requirements set forth in amended SEC Rule 12d2-2(b), NYSE rules currently provide the requisite issuer notice as well as an opportunity for appeal to a committee designated by the Board. 10 NYSE rules do not currently provide for the mandated public notice, and accordingly the Exchange is proposing changes to section 804.00 of the NYSE Listed Company Manual to provide that prior to filing the Form 25 with the Commission to withdraw a security from listing and registration, the Exchange will give public notice of its final determination to delist the security by issuing a press release and posting a notice on its Web site. Such notice would remain posted on the Exchange's Web site until the delisting is effective. 10 *See* section 804.00 (Procedure for Delisting) of the NYSE Listed Company Manual. In the case of an issuer-initiated delisting, the NYSE is retaining section 806.02 of the NYSE Listed Company Manual that currently provides that an issuer may delist a security after its board approves the action and the issuer furnishes the Exchange with a copy of the board resolution authorizing such delisting certified by the secretary of the issuer. The Exchange's proposal would clarify that the issuer must comply with all of the requirements of amended SEC Rule 12d2-2(c) and thereafter file a Form 25 with the Commission to withdraw its security from listing and registration. The Exchange's proposal would also add a new requirement that the issuer must file a copy of Form 25 with the Exchange immediately after submitting the Form 25 with the Commission. In addition to the proposed changes to comply with amended SEC Rule 12d2-2, the Exchange proposes to amend section 804.00 to delete references therein to “public Directors” and “industry Directors,” as these terms relate to a historical governance structure of the Exchange that no longer exists. III. Discussion The Commission finds that the proposed rule change is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange 11 and, in particular, the requirements of section 6 of the Act. 12 Specifically, as discussed below, the Commission finds that the proposal is consistent with section 6(b)(5) of the Act, 13 which requires, in part, that the rules of an exchange be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, and processing information with respect to, and facilitating transactions in securities, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest. Further, as noted in more detail below, the changes being adopted by the Exchange meet the requirements of amended SEC Rule 12d2-2. 11 In approving this proposal, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. *See* 15 U.S.C. 78c(f). 12 15 U.S.C. 78f. 13 15 U.S.C. 78f(b)(5). A. Exchange Delisting Amended SEC Rule 12d2-2(b) states that a national securities exchange may file an application on Form 25 to strike a class of securities from listing and/or withdraw the registration of such securities, in accordance with its rules, if the rules of such exchange, at a minimum, provide for notice to the issuer of the exchange's decision to delist, opportunity for appeal, and public notice of the exchange's final determination to delist. The Commission believes that the Exchange's current rules and proposal comply with the dictates of amended SEC Rule 12d2-2(b). NYSE rules currently provide for the requisite issuer notice as well as an opportunity for appeal to a committee designated by the Board. Specifically, if the Exchange staff should determine to delist a security, it will notify the issuer in writing of the basis of its determination. Such notice will inform the issuer that the issuer may appeal staff delisting determinations to a committee of the Board of Directors of the Exchange. 14 In addition, the proposed rule change will provide for public notice of the Exchange's final determination to remove the security from listing and/or registration. This should ensure that investors have adequate notice of an exchange delisting and is consistent with the protection of investors under section 6(b)(5) of the Act. 15 14 *See* Section 804.00 of the NYSE Listed Company Manual. 15 15 U.S.C. 78f(b)(5). B. Issuer Voluntary Delisting In the case of an issuer-initiated delisting, section 806.02 of the NYSE Listed Company Manual currently provides that an issuer may delist a security after its board approves the action and the issuer furnishes the Exchange with a copy of the board resolution authorizing such delisting certified by the secretary of the issuer. The Exchange's proposal would clarify that the issuer must comply with all of the requirements of amended SEC Rule 12d2-2(c) and thereafter file a Form 25 with the Commission to withdraw its security from listing and registration. The Commission believes that the amendments will fully inform issuers of the requirements for voluntary delisting of their securities under NYSE rules and federal securities laws. The proposal also sets forth a new requirement not in amended SEC Rule 12d2-2 that would require the issuer to notify the Exchange that it has filed Form 25 with the Commission contemporaneously with such filing. This requirement will allow the Exchange to be fully informed of the actual filing of a Form 25 and be prepared to take timely action to delist the security in accordance with the filing of the Form. 16 16 The Commission notes that current section 807.00 of the NYSE Listed Company Manual, which the Exchange is retaining in its rules, provides in part that where a company falls below continued listing standards, the Exchange will permit the company to voluntarily transfer its listing. During this transition, the Exchange will daily disseminate ticker and information notices identifying the security's status and will include similar information on the Exchange's Web site. In addition, amended SEC Rule 12d2-2(c)(2)(iii) requires a company seeking voluntary delisting to publish notice of its intention, along with its reasons for delisting, via a press release and Web site. In such cases, the Commission expects that a company below Exchange continued listing standards, in complying with amended SEC Rule 12d2-2(c)(2)(iii), would disclose in its public notice that it has fallen below continued listing standards, including the specific listing policies and standards which it does not comply with, and is voluntarily delisting from the Exchange. C. Accelerated Approval of Amendment No. 2 Pursuant to section 19(b)(2) of the Act, 17 the Commission may not approve any proposed rule change, or amendment thereto, prior to the 30th day after the date of publication of notice of the filing thereof, unless the Commission finds good cause for so doing and publishes its reasons for so finding. The Commission hereby finds good cause for approving Amendment No. 2 to the proposal, prior to the 30th day after publishing notice of Amendment No. 2 in the **Federal Register** . The revisions made to the proposal in Amendment No. 2 are typographical changes clarifying that the Exchange's proposed requirement that a company provide a copy of the Form 25 to the Exchange simultaneously with the filing of such Form with the Commission is a new requirement and is not part of the requirements of amended SEC Rule 12d2-2(c). This was the intent of the provision as originally proposed. The Commission believes that accelerating Amendment No. 2 is appropriate because these revisions are clarifying and do not raise new regulatory issues. Accordingly, pursuant to Section 19(b)(2) of the Act, 18 the Commission finds good cause to approve Amendment No. 2 prior to the thirtieth day after notice of the Amendment is published in the **Federal Register** . 17 15 U.S.C. 78s(b)(2). 18 *Id.* IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning Amendment No. 2, including whether Amendment No. 2 is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to *rule-comments@sec.gov.* Please include File No. SR-NYSE-2005-72 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, Station Place, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-NYSE-2005-72. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( *http://www.sec.gov/rules/sro.shtml* ). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room. Copies of such filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-NYSE-2005-72 and should be submitted on or before May 18, 2006. V. Conclusion *It is therefore ordered,* pursuant to section 19(b)(2) of the Act, 19 that the proposed rule change (File No. SR-NYSE-2005-72), as amended, is approved, and Amendment No. 2 to the proposed rule change is hereby granted accelerated approval. 19 *Id.* For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 20 20 17 CFR 200.30-3(a)(12). J. Lynn Taylor, Assistant Secretary. [FR Doc. E6-6320 Filed 4-26-06; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-53689; File No. SR-NYSE-2005-60] Self-Regulatory Organizations; New York Stock Exchange, Inc. (n/k/a New York Stock Exchange LLC); Notice of Filing of Proposed Rule Change and Amendment No. 2 Thereto Relating to Proposed New Rules 342.24 (“Annual Branch Office Inspection”) and 342.25 (“Risk-Based Surveillance and Branch Office Identification”) to Permit Member Organizations to Classify Appropriate Branch Offices for Cyclical Inspections and Proposed New Rule 342.26 (“Criteria for Inspection Programs”) April 20, 2006. Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on August 15, 2005, the New York Stock Exchange, Inc. 3 (n/k/a New York Stock Exchange LLC) (“Exchange”) filed with the Securities and Exchange Commission (“SEC” or “Commission”) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the Exchange. The Exchange filed Amendment No. 2 to the proposed rule change on April 7, 2006. 4 The Commission is publishing this notice to solicit comments on the proposed rule change, as amended, from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 The Exchange is now known as the New York Stock Exchange LLC. See Securities Exchange Act Release No. 53382 (February 27, 2006), 71 FR 11251 (March 6, 2006). 4 *See* Amendment No. 2. The Exchange filed Amendment No. 1 to the proposed rule change on October 31, 2005 and subsequently withdrew Amendment No. 1 on April 7, 2006. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange is filing with the Commission proposed new Exchange Rules 342.24 (“Annual Branch Office Inspection”) and 342.25 (“Risk-Based Surveillance and Branch Office Identification”) to permit organizations to classify appropriate branch offices for cyclical inspections and 342.26 (“Criteria for Inspection Programs”). The text of the proposed rule change is available on the Exchange's Web site ( *http://www.nyse.com* ), at the Exchange's Office of the Secretary, and at the Commission's Public Reference Room. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The proposed amendments would permit member organizations, with the written approval of the Exchange, to exempt certain branch offices from the general annual branch office inspection requirement of Exchange Rule 342 (“Offices—Approval, Supervision and Control”) by utilizing an Exchange-approved risk-based surveillance system. 5 In addition, the proposed amendments would re-position a portion of Exchange Rule 342's Interpretation into the rule text. 5 Pursuant to discussions with Exchange staff, the Commission made clarifying changes to the purpose section of the proposed rule change. Telephone conversations between Stephen Kasprzak, Principal Counsel, Rule and Interpretative Standards, Exchange, and Cyndi N. Rodriguez, Special Counsel, and Kate Robbins, Attorney, Division of Market Regulation (“Division”), Commission, on April 18, 2006. The purpose of the proposed amendments is to provide member organizations the flexibility to reduce unnecessary inspections of low-risk branch offices with good compliance records and to more fully concentrate surveillance and compliance resources on those branch offices that would most likely benefit from more frequent or more thorough on-site inspections. This would be accomplished through the ongoing monitoring of prescribed branch office criteria that would serve as effective indicators to distinguish those offices that warrant annual inspection from those that might not. Further, use of the prescribed criteria would enable member organizations to more effectively direct attention to those regulatory risk areas most likely in need of closer scrutiny during the course of an on-site inspection. The proposed amendments would require that every branch office, without exception, be inspected at least once every three calendar years. Background Exchange Rule 342 and its Interpretation currently require that branch office inspections be conducted at least annually by member organizations, unless it has been demonstrated to the satisfaction of the Exchange that because of proximity, special reporting or supervisory practice, other arrangements may satisfy the Rule's requirements. 6 Under this Interpretation, exemptions from the general annual inspection requirement have been determined on case-by-case basis, one branch office at a time. Recent years have brought to the securities industry an increase in the number of smaller, so-called “limited purpose offices,” 7 as well as many life-style changes (such as increasing use of home offices). These business/demographic changes, coupled with advances in the use of surveillance technology, strongly suggest that it may be no longer practicable or necessary that all branch offices warrant on-site annual inspections. 6 Interpretation Handbook Rule 342(a),(b)/03 (“Annual Branch Office Inspection”). 7 *See* Securities Exchange Act Release No. 52640 (October 19, 2005), 70 FR 61672 (October 25, 2005) (SR-NYSE-2004-51). The provision, noted above, allowing for a case-by-case exemption from the annual inspection requirement is being retained. However, in order to provide a more uniform standard to determine such exemptions, and in recognition of available surveillance capabilities, proposed Exchange Rule 342.24 would permit member organizations to submit to the Exchange, for approval, policies and procedures outlining the use of a risk-based surveillance system that the firm would utilize to identify branch offices requiring less frequent than annual inspections. The proposed amendments would require that all branch offices, without exception, be inspected at least once every three calendar years. Policies and Procedures Under the proposed amendments, a member organization seeking an exemption from the standard annual inspection requirement would be required to submit to the Exchange policies and procedures that reflect their business models and product mix. In addition to the incorporation of prescribed criteria to identify branch offices eligible for exemption from an annual inspection cycle (discussed in detail below), proposed Exchange Rule 342.25 would outline the policy and procedure requirements that member organizations would be required to include in any risk-based surveillance system acceptable to the Exchange pursuant to the proposed amendments. Specifically, such policies and procedures would be required to provide, at a minimum, for:
(1)Flexibility to initiate “for-cause” inspections, when circumstances warrant, of any branch office that has been exempted from the standard annual inspection cycle;
(2)inspection on an unannounced basis of no less than half of the branch offices inspected each year; and
(3)a system to allow employees to report compliance issues on a confidential basis outside of the branch office chain of command. The Exchange believes that establishment of these policy and procedure requirements would engender an environment conducive to effective supervision and oversight by member organizations of both branch offices subject to an annual inspection cycle as well as those exempted from the standard cycle. For instance, the requirement that “for-cause” inspections be conducted when warranted makes clear that branch offices that have been deemed exempt from the standard annual inspection cycle are not exempt from ongoing surveillance and supervision. 8 Further, if the profile of an exempted office subsequently changes (with respect to the size or scope of its business activities or significant changes in other risk-based criteria), the firm could reconsider the exemption. In instances where a firm rescinds an exemption from annual branch office inspection due to regulatory “red flags” ( *e.g.* , registered representatives under special supervision, receipt of multiple customer complaints, etc.), the rescission should remain in effect until the factors or conditions that prompted it have been thoroughly resolved. 8 *But see also* section 15(b)(4)(E) of the Act, 15 U.S.C. 78 *o* (b)(4)(E). The use of unannounced branch office inspections is an effective means of enhancing the integrity of the annual inspection process in that it encourages branch office personnel to properly view regulatory compliance as an ongoing, day-to-day process. 9 9 The Division's Staff Legal Bulletin No. 17 (Remote Office Supervision) noted that unannounced inspections may form part of an effective supervisory system. The ability of employees located in branch offices to report compliance issues on a confidential basis outside of the branch office chain of command should foster an atmosphere conducive to reporting issues of regulatory concern that may arise at the branch level, but might not be reflected in the prescribed risk criteria. Knowledge of such compliance issues would further assist firm personnel in making “for-cause” branch office inspection determinations. Prescribed Criteria Certain prescribed criteria, applied to each branch office, would be required of any acceptable risk-based surveillance system used to determine which branch offices could be exempted from annual inspection. The criteria, selected after extensive review by Exchange staff and consultation with industry representatives, are effective indicators to distinguish those offices that warrant annual inspection from those that might not. Further, their inclusion directs attention to the risks that most need to be addressed via on-site inspection. The risk-based factors to be considered should include, but not necessarily be limited to, the following:
(1)Number of registered representatives;
(2)A significant increase in the number of registered representatives;
(3)Number of customers and volume of transactions;
(4)A significant increase in branch office revenues;
(5)Incidence of concentrated securities positions in customers' accounts;
(6)Aggregate customer assets held;
(7)Nature of the business conducted and the sales practice risk to investors associated with the products sold, and product mix ( *e.g.* , options, equities, mutual funds, annuities, etc.);
(8)Numbers of accounts serviced on a discretionary basis;
(9)Compliance and regulatory history of the branch, including:
(a)Registered representatives subject to special supervision by the member organization, self-regulatory authorities, state regulatory authorities or the SEC in years other than the previous or current year;
(b)Complaints, arbitrations, internal discipline, or prior inspection findings; and
(c)Persons subject to recent disciplinary actions by self-regulatory authorities, state regulatory authorities or the SEC.
(10)Operational factors, such as the number of errors and account designation changes per registered representative;
(11)Incidence of accommodation mailing addresses ( *e.g.* , post office boxes and “care of” accounts);
(12)Whether the branch office permits checks to be picked up by customers or hand delivery of checks to customers;
(13)Experience, function (producing or non-producing) and compensation structure of branch office manager;
(14)Branch offices recently opened or acquired; and
(15)Changes in branch location, status or management personnel. The size of the office (as represented by the number of registered representatives, the number of customers, the volume of transactions and the aggregate customer assets held), as well as any significant increase in the number of registered representatives or revenues, are quantitative considerations that a firm should carefully assess before granting an exemption from the annual inspection. Either individually or in aggregate, these factors could indicate that the office's activity is so extensive that, as a matter of good practice, it should be inspected annually, even in the absence of any disciplinary or operational “red flags.” In fact, as discussed below, certain quantitative thresholds would, in and of themselves, disqualify offices from an annual inspection exemption. The incidence of concentrated securities positions in customers' accounts is included since highly concentrated positions, particularly in securities not recommended by the firm, could be indicative of unsuitable or highly leveraged activity. The nature of the business conducted and the sales practice risk to investors associated with the products sold and product mix of the branch office would be factors to consider, as would the prevalence of certain types of investment strategies. For example, a high level of low-priced equities ( *e.g.* , penny stocks) might be indicative of potential sales practices problems. The numbers of accounts serviced on a discretionary basis would be a factor given the heightened potential for abuse ( *e.g.* , churning or excessive trading) in such accounts. As with all risk-based criteria, the factors noted above should not be viewed strictly in quantitative terms but should also be subjected to qualitative analysis when determining whether to exempt a branch from the annual inspection requirement. For example, while a branch office's increase in revenue may simply be attributable to an increase in the number of registered representatives it employs, it may also be attributable to increased sales volume from existing customers of registered representatives, which could be indicative of an inappropriately aggressive sales effort. Also to be considered when conducting a branch office risk analysis is the compliance and regulatory history of the branch office. Such factors include:
(1)Registered representatives subject to special supervision 10 by the member organization, self-regulatory authorities, state regulatory authorities or the SEC in years other than the previous or current year; 10 Indicia of special or heightened supervision include, but are not limited to, limitation on the types of products ( *e.g.* , low price or small cap) a broker is permitted to sell, restrictions or elimination in a broker's discretion, restricting the broker to soliciting only firm recommendations, and approval of all or certain transactions prior to execution.
(2)Complaints, arbitrations, internal discipline, or prior inspection findings; and
(3)Persons subject to recent disciplinary actions by self-regulatory authorities, state regulatory authorities or the SEC. In analyzing the compliance and regulatory history of branch offices, firms should, among other things, review the previous 12 months for investigations by any self-regulatory organization or the SEC, customer complaints or complaint summaries, arbitrations and lawsuits closed or pending, Form RE-3 filings submitted to the Exchange pursuant to Exchange Rule 351(a), and internal investigation reports filed pursuant to Exchange Rule 351(e). 11 11 *See* Exchange Information Memo No. 06-6, dated February 17, 2006. *See also* note 5, supra. It is expected that the review and analysis of recent branch office regulatory history would have a considerable effect on exemption determinations. For example, a significant disciplinary action at a given branch office location would strongly suggest against a firm granting an exception from an annual branch office inspection. Moreover, an overall increase in the number of disciplinary actions firm-wide should require the firm to review its overall inspection cycle, particularly regarding inspections on less than an annual basis. As discussed further below, in instances where a branch office has one or more registered representatives subject to special supervision, it should subject that branch office to the annual inspection until such time as the registered representatives are no longer subject to such supervision. In instances where the conduct of a particular registered representative or that of the office generally has been egregious, the firm should take immediate and appropriate action and consider administering on-site inspections on a more frequent than annual basis. In addition, the proposed amendments prescribe certain key operational factors to be considered when making determinations regarding the frequency of branch office inspections. Specific indicators include:
(1)The number of errors and account designation changes per registered representative (which can be indicative of unauthorized trading);
(2)The presence of “accommodation” mailing addresses ( *e.g.* , post office boxes and “care of” accounts), which can be indicative of a registered representative directing confirms, statements, and other account-related materials to other than the customer; and
(3)Whether the branch office permits checks to be picked up by customers or hand delivers checks to customers (a practice that could facilitate misappropriation practices). These criteria reflect the focus of recent amendments to Exchange Rule 342 that subject certain sensitive regulatory functions to internal control procedures in order to address potential lapses in supervision at member organizations. 12 The referenced operational functions have been included due to their notable misuse, both by registered representatives and branch office managers (BOMs), to the disadvantage of customers. Accordingly, consistent with the general supervision requirements of Exchange Rule 342, a firm should carefully review such criteria, quantitatively and qualitatively, before granting an exemption from an annual inspection. 12 *See* Exchange Information Memo 04-38, dated July 26, 2004. *See also* Securities Exchange Act Release No. 49882 (June 17, 2004), 69 FR 35108 (June 23, 2004) (SR-NYSE-2002-36). The prescribed criteria further include indicia relative to the BOM, such as his or her experience (whether it is sufficient for the nature and volume of business required to be supervised), whether or not the BOM services customer accounts (which could take time away or otherwise detract from supervisory duties), and the BOM's compensation structure ( *e.g.* , whether he or she receives a substantial override from registered representatives' revenue that could lead to a conflict of interest) or whether the BOM's compensation is determined in part by the branch's compliance record. Finally, the proposed amendments require member organizations to consider potential problems associated with branch offices that have been recently opened or acquired, as well as changes in branch office location, status or management personnel. Where firms have acquired branch offices through merger or acquisition, and where such branch offices have had regulatory problems, firms should consider initially subjecting such offices to annual inspections absent compelling reasons to the contrary. Moreover changes in personnel ( *e.g.* , the resignation or termination of a BOM) may warrant more diligent review before exempting such branch office from the annual inspection cycle. Branch Offices Not Eligible for Exemption Certain branch offices—given their size, the scope of supervisory activities, or other factors—would not be deemed appropriate for an exemption under the proposed amendments. For instance, offices exercising supervision over other branch offices, those with 25 or more registered individuals, and offices in the top 20% of production or customer assets at the member organization would not be eligible for exemption from the annual inspection requirement, nor would any branch office with a registered representative subject to special supervision in the current or immediately preceding year. Further, the proposed amendments require that every branch office, without exception, be inspected at least once every three calendar years. Repositioning of Interpretation Text The proposed amendments would delete current Interpretation 342(a), (b)/03 in its entirety. However, the Interpretation text is largely being repositioned into the Rule itself. For instance, the proposed amendments retain:
(1)The ability of a member organization to request, on an office-by-office basis, an alternate arrangement to an annual inspection;
(2)the requirement that branch office inspections be carried out by a person independent of the branch office in question ( *i.e.* , not the Branch Office Manager, or any person who directly or indirectly reports to such Manager, or any person to whom such Manager directly reports); and
(3)the requirement that internal controls over certain prescribed areas be subject to independent testing and verification. 13 The amendments would also require that written reports reflecting the results of the inspections must be maintained for the longer of three years or until the next branch inspection. 14 13 *See* proposed Exchange Rule 342.26. 14 *See* proposed Exchange Rule 342.24. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with the provisions of section 6(b)(5) under the Act 15 because it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest. The Exchange believes that the proposed rule change is consistent with the Section in that it should enable member organizations to better allocate and focus their regulatory resources on their branches requiring annual inspections. 15 15 U.S.C. 78f(b)(5). B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange believes that the proposed rule change will not impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Comments were neither solicited nor received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 35 days of the date of publication of this notice in the **Federal Register** or within such longer period
(i)as the Commission may designate up to 90 days of such date if it finds such longer period to be appropriate and publishes its reasons for so finding or
(ii)as to which the Exchange consents, the Commission will:
(A)By order approve such proposed rule change, as amended; or
(B)Institute proceedings to determine whether the proposed rule change, as amended, should be disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the proposed rule change, as amended, is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to *rule-comments@sec.gov.* Please include File Number SR-NYSE-2005-60 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-NYSE-2005-60. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( *http://www.sec.gov/rules/sro.shtml* ). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room. Copies of such filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-NYSE-2005-60 and should be submitted on or before May 18, 2006. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 16 16 17 CFR 200.30-3(a)(12). J. Lynn Taylor, Assistant Secretary. [FR Doc. E6-6321 Filed 4-26-06; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-53688; File No. SR-Phlx-2006-24] Self-Regulatory Organizations; Philadelphia Stock Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change and Amendment No. 1 Thereto Relating to Fees Associated With Participation in the Web Central Registration Depository April 20, 2006. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on April 7, 2006, the Philadelphia Stock Exchange, Inc. (“Phlx” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I, II and III below, which Items have been prepared by the Phlx. On April 18, 2006, the Phlx filed Amendment No. 1 to the proposed rule change. 3 The Phlx has designated this proposal as one establishing or changing a due, fee, or other charge imposed by the Phlx under Section 19(b)(3)(A)(ii) of the Act, 4 and Rule 19b-4(f)(2) thereunder, 5 which renders the proposal effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change, as amended, from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 In Amendment No. 1, the Exchange made clarifying changes to the proposal, including the rule text. The effective date of the original proposed rule change is April 7, 2006, and the effective date of the amendment is April 18, 2006. For purposes of calculating the 60-day period within which the Commission may summarily abrogate the proposed rule change, as amended, under Section 19(b)(3)(C) of the Act, the Commission considers the period to commence on April 18, 2006, the date on which the Exchange submitted Amendment No. 1. *See* 15 U.S.C. 78s(b)(3)(C). 4 15 U.S.C. 78s(b)(3)(A)(ii). 5 17 CFR 240.19b-4(f)(2). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Phlx proposes to:
(1)Adopt fees associated with the implementation of an electronic registration process through the National Association of Securities Dealers, Inc. (“NASD”) Web Central Registration Depository (“Web CRD”); 6 and
(2)amend the Exchange's fee schedule to reflect various changes to Registered Representative Registration fees in connection with the implementation of Web CRD. 6 The Exchange notified the members regarding the migration to Web CRD on February 21, 2006, March 7, 2006, March 27, 2006 and April 10, 2006. Specifically, the Exchange proposes to adopt the following NASD fees that will be imposed in connection with participation in Web CRD:
(a)An NASD CRD Processing Fee of $85.00;
(b)an NASD Disclosure Processing Fee of $95.00;
(c)an NASD Annual System Processing Fee of $30.00; and
(d)fingerprinting fees which vary depending on the submission: for a first card submission the fee will be $35.00; for a second card submission the fee will be $13.00; for a third card submission the fee will be $35.00; and for processing fingerprint results where the member had prints processed through a self-regulatory organization and not the NASD, the fee will be $13.00. The NASD will process the fingerprint cards and will make the results available to the Exchange, its members, and member and participant organizations via Web CRD. The Exchange is also proposing to assess its fees that are currently referred to on the Exchange's fee schedule as Registered Representative Registration 7 fees to certain Exchange members designated on Form U4, Uniform Application for Securities Industry Registration or Transfer, as Member Exchange 8 and to Off-Floor Traders. 9 Therefore, the initial fee of $55.00, the renewal fee of $55.00 annually, the transfer fee of $55.00 and the termination fee of $30.00 will be assessed on Registered Representatives, Member Exchange and Off-Floor Traders. 10 7 Registered Representative categories include registered options principals, general securities representatives, general securities sales supervisors and United Kingdom limited general securities registered representatives but do not include “off-floor” traders, as defined in Phlx Rule 604(e). *See also* Exchange Rule 604(a) and (d). 8 The Member Exchange category refers to Exchange permit holders. 9 Every person who is compensated directly or indirectly by a member or participant organization for which the Exchange is the Designated Examining Authority or any other associated person of such member or participant organization, and who executes, makes trading decisions with respect to, or otherwise engages in proprietary or agency trading of securities, including, but not limited to, equities, preferred securities, convertible debt securities or options off the floor of the Exchange (“Off-Floor Traders”), must successfully complete the Uniform Registered Representative Examination Series 7. *See* Exchange Rule 604. 10 The $55.00 initial registration fee and annual renewal fee are charged once per registered individual and are not charged per individual registration category. For example, if a person works for a member organization and requests to be registered as an ME and a Series 7 general securities registered representative, the NASD will collect only one Phlx initial registration fee of $55.00. Further, a person registered in multiple categories with a single member organization will be charged a single Phlx annual $55.00 renewal fee and not $55.00 per registration category. In connection with the above-referenced fees, the Exchange is proposing to make minor, technical changes to Appendix A of its fee schedule for purposes of clarity. The Examinations Fee is being relocated on Appendix A of the fee schedule to group this fee with similar fees and the categories of Member Exchange and Off-Floor Traders are being added to the currently named Registered Representative Registration fee. The text of the proposed rule change is available on the Phlx's Web site ( *http://www.phlx.com* ), at the Phlx's Office of the Secretary, and at the Commission's Public Reference Room. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Phlx included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Phlx has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The purpose of the proposed rule change is to adopt fees associated with the implementation of an electronic registration process through NASD's Web CRD, 11 which should, in turn, create a more efficient registration process by migrating from a manual paper-based Exchange procedure for registration to a web-based registration process that is operated by the NASD. The proposed fees are similar to those fees charged by other Self-Regulatory Organizations that use NASD's Web CRD. 12 11 The Commission has approved a proposed rule change filed by the Exchange to use the NASD's Web CRD system as the mechanism for submitting required Forms U4, Uniform Application for Securities Industry Registration or Transfer, and Forms U5, Uniform Termination Notice for Securities Industry Registration. The period from April 10, 2006 to May 11, 2006 has been designated as a phase-in period, which will permit manual filing in case there is a problem with filing via Web CRD. On May 12, 2006, the use of Web CRD will become mandatory. *See* Securities Exchange Act Release No. 53612 (April 6, 2006), 71 FR 18798 (April 12, 2006) (SR-Phlx-2006-15). 12 *See* Securities Exchange Act Release Nos. 51641 (May 2, 2005), 70 FR 24155 (May 6, 2005) (SR-PCX-2005-49); 48066 (June 19, 2003), 68 FR 38409 (June 27, 2003) (SR-AMEX-2003-49); and 45112 (November 28, 2001), 66 FR 63086 (December 4, 2001) (SR-NYSE-2001-47). The purpose of adopting the Member Exchange and Off-Floor Trader fees is to help offset the Exchange's increased costs relating to its regulatory oversight and enforcement programs. Members and member and participant organizations will be instructed to pay the NASD fees associated with Web CRD as well as any Registered Representative/Member Exchange/Off-Floor Trader Registration fees directly to the NASD through Web CRD. NASD will retain the NASD fees and remit the Registered Representative/Member Exchange/Off-Floor Trader Registration fees it collects to Phlx. Finally, additional modifications are being made to the fee schedule to group similar fees together for ease of reference. 2. Statutory Basis The Exchange believes that its proposal to amend its schedule of fees is consistent with Section 6(b) of the Act 13 in general, and furthers the objectives of Section 6(b)(4) of the Act 14 in particular, in that it is an equitable allocation of reasonable fees among Exchange members. 13 15 U.S.C. 78f(b). 14 15 U.S.C. 78f(b)(4). B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were either solicited or received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Because the foregoing rule change establishes or changes a due, fee, or other charge imposed by the Exchange, it has become effective pursuant to Section 19(b)(3)(A)(ii) of the Act 15 and paragraph (f)(2) of Rule 19b-4 thereunder. 16 15 15 U.S.C. 78s(b)(3)(A)(ii). 16 17 CFR 240.19b-4(f)(2). At any time within 60 days of the filing of the proposed rule change, the Commission may summarily abrogate such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. 17 17 *See supra* note 3. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change, as amended, is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to *rule-comments@sec.gov.* Please include File Number SR-Phlx-2006-24 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-Phlx-2006-24. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( *http://www.sec.gov/rules/sro.shtml* ). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room. Copies of such filing also will be available for inspection and copying at the principal office of the Phlx. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-Phlx-2006-24 and should be submitted on or before May 18, 2006. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 18 18 17 CFR 200.30-3(a)(12). J. Lynn Taylor, Assistant Secretary. [FR Doc. E6-6322 Filed 4-26-06; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-53692; File No. SR-Phlx-2005-62] Self-Regulatory Organizations; Philadelphia Stock Exchange, Inc.; Order Granting Accelerated Approval of Proposed Rule Change and Amendment No. 1 Thereto and Notice of Filing and Order Granting Accelerated Approval to Amendment Nos. 2 and 3 to the Proposed Rule Change Relating to Amending Exchange Delisting Rules To Conform to Recent Amendments to Commission Rules Regarding Removal From Listing and Withdrawal From Registrations April 20, 2006. I. Introduction On October 25, 2005, the Philadelphia Stock Exchange, Inc. (“Phlx” or “Exchange”) filed with the Securities and Exchange Commission (“SEC” or “Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) 1 and Rule 19b-4 thereunder, 2 a proposed rule change to amend Exchange delisting rules to conform to recent amendments to Commission rules regarding removal from listing and withdrawal from registration. On January 4, 2006, Phlx filed Amendment No. 1 to the proposed rule change. 3 The proposed rule change, as amended, was published for comment in the **Federal Register** on March 23, 2006. 4 On March 31, 2006, Phlx filed Amendment No. 2 to the proposed rule change. 5 On April 12, 2006, Phlx filed Amendment No. 3 to the proposed rule change. 6 No comments were received regarding the proposal. This order approves the proposed rule change, as amended, on an accelerated basis, publishes notice of Amendment Nos. 2 and 3 to the proposed rule change, and grants accelerated approval to Amendment Nos. 2 and 3. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 In Amendment No. 1, Phlx amended its rule text and the purpose section of the Exchange's Form 19b-4 to clarify the effective date of the proposed rule change and revised Phlx Rule 809 to state that an issuer proposing to withdraw a security from listing on the Exchange must provide a copy of Form 25 to the Exchange upon filing with the Commission. 4 *See* Securities Exchange Act Release No. 53496 (March 16, 2006), 71 FR 14769. 5 In Amendment No. 2, Phlx amended its rule text to a clarify that an issuer that is below the continued listing policies and standards of the Exchange and seeks to voluntarily apply to withdraw a class of securities from listing must disclose that it is no longer eligible for continued listing in its statement of material facts relating to the reason for withdrawal from listing, its public press release, and its Web site notice. 6 In Amendment No. 3, the Exchange revised Phlx Rule 811 to clarify that an issuer that is below the continued listing policies and stadards of the Exchange and considering delisting may file a delistign application pursuant to the procedures outlined in amended Phlx Rule 809(b)-(c). II. Description of the Proposed Rule Change Section 12 of the Act 7 and Rule 12d2-2 thereunder 8 (“SEC Rule 12d2-2”) govern the process for the delisting and deregistration of securities listed on national securities exchanges. Recent amendments to SEC Rule 12d2-2 (“amended SEC Rule 12d2-2”) and other Commission rules require the electronic filing of revised Form 25 9 on the Commission's Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system by exchanges and issuers for all delistings, other than delistings of standardized options and securities futures, which are exempted. 10 7 15 U.S.C. 78 *l* . 8 17 CFR 240.12d2-2. 9 17 CFR 249.25. 10 *See* Securities Exchange Act Release No. 52029 (July 14, 2005), 70 FR 42456 (July 22, 2005) (“SEC Rule 12d2-2 Approval Order”). In the case of exchange-initiated delistings, amended SEC Rule 12d2-2(b) states that a national securities exchange may file an application on Form 25 to strike a class of securities from listing and/or withdraw the registration of such securities, in accordance with its rules, if the rules of such exchange, at a minimum, provide for:
(i)Notice to the issuer of the exchange's decision to delist its securities;
(ii)An opportunity for appeal to the exchange's board of directors, or to a committee designated by the board; and
(iii)Public notice of the national securities exchange's final determination to remove the security from listing and/or registration, by issuing a press release and posting notice on its Web site. Public notice must be disseminated no fewer than 10 days before the delisting becomes effective pursuant to amended SEC Rule 12d2-2(d)(1), and must remain posted on its Web site until the delisting is effective. Phlx Rule 811 (Delisting Policies and Procedures) establishes the procedures for the Exchange to delist a company that is below the Exchange's continued listing criteria. The Exchange proposes to revise Phlx Rule 811 to incorporate the new requirements set forth in amended SEC Rule 12d2-2(b). The provisions set forth in current Phlx Rule 811, which provide for notification to the issuer in the event that the Exchange determines to delist the issuer's securities and the right to appeal the Exchange's determination, satisfy the minimum provisions set forth in amended SEC Rule 12d2-2(b)(1)(i)-(ii). Phlx rules do not currently provide for the mandated public notice, and accordingly, amended Phlx Rule 811(g) would require the Exchange to provide public notice of its final determination to remove a security from listing and/or registration, pursuant to SEC Rule 12d2-2(b)(1)(iii). In addition, proposed Commentary to Phlx Rule 810 would require the Exchange to deliver a copy of the Form 25 promptly to the issuer, pursuant to amended SEC Rule 12d2-2(b)(2). With respect to issuer voluntary delisting procedures, the Exchange proposes to amend Phlx Rule 811 to require an issuer seeking to voluntarily delist from the Exchange to submit Form 25 to the Commission in compliance with the requirements of amended SEC Rule 12d2-2(c). In addition, the issuer would be required to provide a copy of the Form 25 to the Exchange simultaneously with the filing of the Form with the Commission. In addition, Phlx proposes to amend Phlx Rule 809(c) to clarify that not less than ten days before the issuer submits Form 25 an issuer seeking to voluntarily apply to withdraw a security from listing on the Exchange where the issuer has received notice from the Exchange, pursuant to Phlx Rule 811 or otherwise, that the issuer is below the Exchange's continued listing policies and standards, or that the issuer is aware that it is below such continued listing policies and standards notwithstanding that it has not received such notice from the Exchange, must:
(i)Provide written notice to the Exchange of its decision to withdraw from listing indicating all material facts relating to the reasons for withdraw in compliance with amended SEC Rule 312d2-2(c); and
(ii)Contemporaneously with providing such notice to the Exchange disclose that it is no longer eligible for continued listing (including the specific continued listing policies and standards that the issue is below) in
(A)its statement of all material facts relating to the reasons for withdrawal from listing provided to the Exchange along with written notice of its determination to withdraw from listing required by amended SEC Rule 12d2-2(c)(2)(ii), and
(B)its release and Web site notice required by amended SEC Rule 12d2-2(c)(2)(iii). 11 11 *See* Amendment No. 2, *supra* note 5. Finally, the Exchange has proposed changes in its rules to clarify that the Form 25 serves as the application to remove a security from listing and/or registration and to specify that the proposed changes will be effective as of April 24, 2006 as required by amended SEC Rule 12d2-2. III. Commission's Findings and Order Granting Accelerated Approval of Proposed Rule Change and Amendment Nos. 1, 2, and 3 The Commission finds that the proposed rule change, as amended, is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange 12 and, in particular, the requirements of Section 6 of the Act. 13 Specifically, as discussed below, the Commission finds that the proposal, as amended, is consistent with Section 6(b)(5) of the Act, 14 which requires, in part, that the rules of an exchange be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, and processing information with respect to, and facilitating transactions in securities, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest. Further, as noted in more detail below, the changes being adopted by Phlx meet the requirements of amended SEC Rule 12d2-2. 12 In approving this proposal, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. *See* 15 U.S.C. 78c(f). 13 15 U.S.C. 78f. 14 15 U.S.C. 78f(b)(5). A. Exchange Delisting Amended SEC Rule 12d2-2(b) states that a national securities exchange may file an application on Form 25 to strike a class of securities from listing and/or withdraw the registration of such securities, in accordance with its rules, if the rules of such exchange, at a minimum, provide for notice to the issuer of the exchange's decision to delist, opportunity for appeal, and public notice of the exchange's final determination to delist. The Commission believes that Phlx's current rules and proposal comply with the dictates of amended SEC Rule 12d2-2(b). Phlx rules currently provide the requisite issuer notice as well as an opportunity for appeal to a committee designated by the Exchange's Board of Governors. Specifically, issuers may appeal delisting determinations by the Allocation, Evaluation and Securities Committee to an ad hoc Exchange committee appointed by the Board of Governors and the committee will consist of three persons, at least one of which must be a member of the Board of Governors. 15 Finally, the proposed rule change will provide for public notice of the exchange's final determination to remove the security from listing and/or registration. This should ensure that investors have adequate notice of an exchange delisting and is consistent with the protection of investors under Section 6(b)(5) of the Act. 16 15 The other two members of the Committee may be governors, members, Exchange officials, and/or other persons (not having an interest in the matter) as the Chairman of the Board of Governors shall determine. *See* Phlx Rule 811(d). 16 15 U.S.C. 78f(b)(5). B. Issuer Voluntary Delisting The Exchange proposes to set forth in its Exchange rules the general requirements of amended SEC Rule 12d2-2(c) regarding issuer voluntary delisting. Accordingly, amended Phlx Rule 809 would state that an issuer shall delist its security by filing Form 25 electronically via Edgar in compliance with all of the requirements of amended SEC Rule 12d2-2(c). The Commission believes that the proposal will better inform issuers of the requirements for voluntary delisting of their securities under Phlx rules and federal securities laws. The proposal also sets forth a new requirement not in amended SEC Rule 12d2-2 that would require an issuer seeking to voluntarily delist its security to provide a copy of the Form 25 that it has filed with the Commission simultaneously with such filing. The Commission believes that this requirement will allow the Exchange to be fully informed of the filing of a Form 25 and be prepared to take timely action to delist the security in accordance with the filing of the Form. In addition, Phlx proposes to amend Phlx Rule 809 to clarify that not less than ten days before the issuer submits Form 25, an issuer seeking to voluntarily apply to withdraw a security from listing on the Exchange where the issuer has received notice from the Exchange, pursuant to Phlx Rule 811 or otherwise, that the issuer is below the Exchange's continued listing policies and standards, or that the issuer is aware that it is below such continued listing policies and standards notwithstanding that it has not received such notice from the Exchange, must:
(i)Provide written notice to the Exchange of its decision to withdraw from listing indicating all material facts relating to the reasons for withdraw in compliance with amended SEC Rule12d2-2(c); and
(ii)Contemporaneously with providing such notice to the Exchange disclose that it is no longer eligible for continued listing (including the specific continued listing policies and standards that the issue is below) in
(A)its statement of all material facts relating to the reasons for withdrawal from listing provided to the Exchange along with written notice of its determination to withdraw from listing required by amended SEC Rule12d2-2(c)(2)(ii), and
(B)its release and Web site notice required by amended SEC Rule 12d2-2(c)(2)(iii). 17 17 *See* Amendment No. 2, *supra* note 5. The Commission believes that this requirement will allow shareholders to be informed and aware that the issuer has failed to meet Exchange listing standards and is voluntarily delisting with the consent of the Exchange. Issuers will therefore not be permitted to delist voluntarily without public disclosure of their noncompliance with Exchange listing standards. C. Accelerated Approval of Proposed Rule Change and Amendment No. 1, and Amendment Nos. 2 and 3 Pursuant to Section 19(b)(2) of the Act, 18 the Commission may not approve any proposed rule change, or amendment thereto, prior to the 30th day after the date of publication of notice of the filing thereof, unless the Commission finds good cause for so doing and publishes its reasons for so finding. The Commission hereby finds good cause for approving the proposed rule change, as amended, prior to the 30th day after publishing notice of the proposed rule change and Amendment Nos. 1, 2, and 3 in the **Federal Register** . In the SEC Rule 12d2-2 Approval Order, the Commission stated that the compliance date of the amendments is April 24, 2006. 19 In addition, no comments were received on the proposal, as originally published. 20 Accelerated approval of the proposal, as amended, would enable the Exchange's amended rules to become operative by the compliance date set forth by the Commission. 18 15 U.S.C. 78s(b)(2). 19 * See* SEC Rule 12d2-2 Approval Order, *supra* note 10. 20 *See* note 4, *supra* . The Commission further finds good cause for approving Amendment Nos. 2 and 3 to the proposal, prior to the 30th day after publishing notice of Amendment Nos. 2 and 3 in the **Federal Register** . In Amendment No. 2, Phlx amended its rule text to clarify that an issuer that is below the continued listing policies and standards of the Exchange and seeks to voluntarily apply to withdraw a class of securities from listing must disclose its status. In Amendment No. 3, the Exchange revised Phlx Rule 811 to clarify that an issuer that is below the continued listing policies and standards of the Exchange and considering delisting may file a delisting application pursuant to the procedures outlined in amended Phlx Rule 809(b)-(c). As previously discussed, the revisions made to the proposal in Amendment No. 2 will allow shareholders to be informed and aware that the issuer has failed to meet Exchange listing standards and is voluntarily delisting with the consent of the Exchange. The Commission believes that granting accelerated approval of Amendment No. 2 will permit the Exchange to implement this new provision as expeditiously as possible, to the benefit of investors. In addition, the revisions made to the proposal in Amendment No. 3 are clarifying changes. The Commission also believes that accelerating approval of Amendment Nos. 2 and 3 is appropriate because these revisions do not raise new regulatory issues. Accordingly, pursuant to Section 19(b)(2) of the Act, 21 the Commission finds good cause to approve the proposed rule change, as amended, prior to the 30th day after notice of the proposed rule change and Amendment Nos. 1, 2, and 3 are published in the **Federal Register** . 21 *Id* . IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning Amendment Nos. 2 and 3, including whether Amendment Nos. 2 and 3 are consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to *rule-comments@sec.gov* . Please include File Number SR-Phlx-2005-62 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-Phlx-2005-62. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( *http://www.sec.gov/rules/sro.shtml* ). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room. Copies of the filing also will be available for inspection and copying at the principal office of the Phlx. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-Phlx-2005-62 and should be submitted on or before May 18, 2006. V. Conclusion *It is therefore ordered,* pursuant to Section 19(b)(2) of the Act, 22 that the proposed rule change (File No. SR-Phlx-2005-62), as amended by Amendment Nos. 1, 2, and 3, is approved on an accelerated basis. 22 15 U.S.C. 78s(b)(2). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 23 23 17 CFR 200.30-3(a)(12). J. Lynn Taylor, Assistant Secretary. [FR Doc. E6-6345 Filed 4-26-06; 8:45 am] BILLING CODE 8010-01-P SMALL BUSINESS ADMINISTRATION Small Business Size Standards: Waiver of the Nonmanufacturer Rule AGENCY: U.S. Small Business Administration. ACTION: Notice of waiver of the Nonmanufacturer Rule for certain Petroleum Products. SUMMARY: The U.S. Small Business Administration
(SBA)is granting a request for a waiver of the Nonmanufacturer Rule for Industrial Gases Manufacturing; Refinery Gases made in Petroleum Refineries; Cyrogenic Tanks, Heavy Gauge Metal Manufacturing; Liquid Oxygen Tanks Manufacturing; Liquefied Petroleum Gases
(LPG)Cylinders Manufacturing; Bulk Storage Tanks, Heavy Gauge Metal, Manufacturing; Gas Storage Tanks, Heavy Gauge Metal, Manufacturing; and Cylinders, Pressure, Heavy Gauge Metal, Manufacturing. The effect of a waiver would be to allow otherwise qualified regular dealers to supply the products of any domestic manufacturer on a Federal contract set aside for small businesses; service-disabled veteran-owned small businesses or SBA's 8(a) Business Development Program. DATES: This waiver is effective May 12, 2006. FOR FURTHER INFORMATION CONTACT: Edith Butler, Program Analyst, by telephone at
(202)619-0422; by FAX at
(202)481-1788; or by e-mail at *edith.butler@sba.gov* . SUPPLEMENTARY INFORMATION: Section 8(a)(17) of the Small Business Act (Act), 15 U.S.C. 637(a)(17), requires that recipients of Federal contracts set aside for small businesses, service-disabled veteran-owned small businesses, or SBA's 8(a) Business Development Program provide the product of a small business manufacturer or processor, if the recipient is other than the actual manufacturer or processor of the product. This requirement is commonly referred to as the Nonmanufacturer Rule. The SBA regulations imposing this requirement are found at 13 CFR 121.406(b). Section 8(a)(17)(b)(iv) of the Act authorizes SBA to waive the Nonmanufacturer Rule for any “class of products” for which there are no small business manufacturers or processors available to participate in the Federal market. As implemented in SBA's regulations at 13 CFR 121.1202(c), in order to be considered available to participate in the Federal market for a class of products, a small business manufacturer must have submitted a proposal for a contract solicitation or received a contract from the Federal government within the last 24 months. The SBA defines “class of products” based on a six digit coding system. The coding system is the Office of Management and Budget North American Industry Classification System (NAICS). The SBA received a request on January 10, 2006 to waive the Nonmanufacturer Rule for Industrial Gases Manufacturing; Refinery Gases made in Petroleum Refineries; Cyrogenic Tanks, Heavy Gauge Metal Manufacturing; Liquid Oxygen Tanks Manufacturing; Liquefied Petroleum Gases
(LPG)Cylinders Manufacturing; Bulk Storage Tanks, Heavy Gauge Metal, Manufacturing; Gas Storage Tanks, Heavy Gauge Metal, Manufacturing; and Cylinders, Pressure, Heavy Gauge Metal, Manufacturing. In response, on February 24, 2006 SBA published in the **Federal Register** a notice of intent to waive the Nonmanufacturer Rule for Industrial Gases Manufacturing; Refinery Gases made in Petroleum Refineries; Cyrogenic Tanks, Heavy Gauge Metal Manufacturing; Liquid Oxygen Tanks Manufacturing; Liquefied Petroleum Gases
(LPG)Cylinders Manufacturing; Bulk Storage Tanks, Heavy Gauge Metal, Manufacturing; Gas Storage Tanks, Heavy Gauge Metal, Manufacturing; and Cylinders, Pressure, Heavy Gauge Metal, Manufacturing. SBA explained in the notice that it was soliciting comments and sources of small business manufacturers of these classes of products. In response to this notice, comments were received from interested parties. SBA has determined that there are no small business manufacturers of these classes of products, and is therefore granting the waiver of the Nonmanufacturer Rule for Industrial Gases Manufacturing; Refinery Gases made in Petroleum Refineries; Cyrogenic Tanks, Heavy Gauge Metal Manufacturing; Liquid Oxygen Tanks Manufacturing; Liquefied Petroleum Gases
(LPG)Cylinders Manufacturing; Bulk Storage Tanks, Heavy Gauge Metal, Manufacturing; Gas Storage Tanks, Heavy Gauge Metal, Manufacturing; and Cylinders, Pressure, Heavy Gauge Metal, Manufacturing, (NAICS) codes 325120, 324110 and 332420. Authority: 15 U.S.C. 637(a)(17). Dated: April 20, 2006. Karen C. Hontz, Associate Administrator for Government Contracting. [FR Doc. E6-6343 Filed 4-26-06; 8:45 am] BILLING CODE 8025-01-P DEPARTMENT OF STATE [Public Notice 5394] 30-Day Notice of Proposed Information Collection: DS-3077, Request for Entry Into Children's Passport Issuance Alert Program, OMB 1405-XXXX. ACTION: Notice of request for public comments and submission to OMB of proposed collection of information. SUMMARY: The Department of State has submitted the following information collection request to the Office of Management and Budget
(OMB)for approval in accordance with the Paperwork Reduction Act of 1995. • *Title of Information Collection:* Request for Entry into Children's Passport Issuance Alert Program. • *OMB Control Number:* None. • *Type of Request:* New collection. • *Originating Office:* CA/OCS/CI. • *Form Number:* DS-3077. • *Respondents:* Concerned parents or their agents, institutions, or courts. • *Estimated Number of Respondents:* 2400/year. • *Estimated Number of Responses:* 2400/year. • *Average Hours Per Response:* 50 minutes. • *Total Estimated Burden:* 1992 hours/year. • *Frequency:* On occasion. • *Obligation to Respond:* Required to obtain or retain a benefit. DATES: Submit comments to the Office of Management and Budget
(OMB)for up to 30 days from April 27, 2006. ADDRESSES: Direct comments and questions to Alexander Hunt, the Department of State Desk Officer in the Office of Information and Regulatory Affairs at the Office of Management and Budget (OMB), who may be reached at
(202)395-7860. You may submit comments by any of the following methods: • E-mail: *ahunt@omb.eop.gov.* You must include the DS form number, information collection title, and OMB control number in the subject line of your message. • Mail (paper, disk, or CD-ROM submissions): Office of Information and Regulatory Affairs, Office of Management and Budget, 725 17th Street, NW., Washington, DC 20530. • Fax: 202-395-6974. FOR FURTHER INFORMATION CONTACT: Requests for additional information regarding the collection listed in this notice, including requests for copies of the proposed information collection should be made to Corrin Ferber, Attorney Advisor, CA/OCS/PRI, U.S. Department of State, Washington, DC 20520-4818 , who may be reached on 202-736-9172 or *ferbercm@state.gov.* SUPPLEMENTARY INFORMATION: We are soliciting public comments to permit the Department to: • Evaluate whether the proposed information collection is necessary for the proper performance of our functions. • Evaluate the accuracy of our estimate of the burden of the proposed collection, including the validity of the methodology and assumptions used. • Enhance the quality, utility, and clarity of the information to be collected. • Minimize the reporting burden on those who are to respond, including through the use of automated collection techniques or other forms of technology. Abstract of Proposed Collection The information requested will be used to support entry of a minor's (an unmarried person under 18) name into the Children's Passport Issuance Alert Program (CPIAP). CPIAP provides a mechanism for concerned parents (other than parents whose parental rights have been terminated by court order), their appointed agents, or other persons having legal custody of the child to obtain information regarding whether the Department has received a passport application for the minor. This program was developed as a means to prevent international abduction of a minor or to help prevent other travel of a minor without the consent of a parent or legal guardian. If a minor's name and other identifying information has been entered into the CPIAP, when the Department receives an application for a new, replacement, or renewed passport for the minor, the application will be placed on hold for up to 60 days and the Office of Children's Issues will attempt to notify the requestor of receipt of the application. Form DS-3077 will be primarily submitted by a parent or legal guardian of a minor. Methodology The completed form DS-3077 may be submitted to the Office of Children's Issues by mail, by fax, or electronically through *http://www.travel.state.gov.* Dated: March 28, 2006. Catherine Barry, Deputy Assistant Secretary, Consular Affairs, Overseas Citizens Services, Department of State. [FR Doc. E6-6358 Filed 4-26-06; 8:45 am] BILLING CODE 4710-06-P DEPARTMENT OF STATE [Public Notice 5397] Determination Pursuant to Section 1(b) of Executive Order 13224 Relating to Lashkar-e-Tayyiba (LT, LET), aka Lashkar-e-Toiba, aka Lashkar-i-Taiba, aka al Mansoorian, aka al Mansooreen, aka Army of the Pure, aka Army of the Righteous, aka Army of the Pure and Righteous, aka Paasban-e-Kashmir, aka Paasban-i-Ahle-Hadith, aka Pasban-e-Kashmir, aka Pasban-e-Ahle-Hadith, aka Paasban-e-Ahle-Hadis Acting under the authority of Section 1(b) of Executive Order 13224 of September 23, 2001, as amended, and in consultation with the Secretary of the Treasury, the Attorney General, and the Secretary of Homeland Security, I hereby determine that Lashkar-e-Tayyiba uses or has used the following aliases in addition to those listed above: Jamaat-ud-Dawa, JUD, Jama'at al-Dawa, Jamaat ud-Daawa, Jamaat ul-Dawah, Jamaat-ul-Dawa, Jama'at-i-Dawat, Jamaiat-ud-Dawa, Jama'at-ud-Da'awah, Jama'at-ud-Da'awa, Jamaati-ud-Dawa, and Idara Khidmat-e-Khalq. I hereby amend the designation of Lashkar-e-Tayyiba (and its aliases) to add the following names as aliases together with any transliterations of these names: Jamaat-ud-Dawa, aka JUD, aka Jama'at al-Dawa, aka Jamaat ud-Daawa, aka Jamaat ul-Dawah, aka Jamaat-ul-Dawa, aka Jama'at-i-Dawat, aka Jamaiat-ud-Dawa, aka Jama'at-ud-Da'awah, aka Jama'at-ud-Da'awa, aka Jamaati-ud-Dawa, aka Idara Khidmat-e-Khalq. Condoleezza Rice, Secretary of State, Department of State. [FR Doc. 06-4005 Filed 4-26-06; 5:00 pm]
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  • 17 CFR 240.19
  • 17 CFR 240.12
  • 15 USC 78
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cites case law
Notices
Notice of waiver of the Nonmanufacturer Rule for certain Petroleum Products
U.S.C.§ 78s
U.S.C.§ 78l
U.S.C.§ 78c
U.S.C.§ 78f
C.F.R.§ 200.30-3
U.S.C.§ 552
C.F.R.§ 249.25
U.S.C.§ 637
C.F.R.§ 121.406
Cite17 CFR 240.19
Cite17 CFR 240.12
Cite15 USC 78
Cites 14 · showing 12Cited by 0 across 0 sources
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